6UO GAMEPLACE DISTRIBUTION AGREEMENT

Effective as of February 28, 2023

This 6UO GAMEPLACE DISTRIBUTION AGREEMENT (“Agreement”) is made and entered into by and between 6uo Games Limited, a Hong Kong limited company (“6uo” or “6uo Games”), and the person or entity identified by you in the “Company Legal Name” field in connection with the Agreement completion process(“Developer” or “Game Developer”), collectively the “Parties” and individually a “Party,” and is effective as of the date on which 6uo Games provides Developer with notice of its acceptance (“Effective Date“). 

  1. DEFINITIONS 
  1. “Affiliate” shall mean a person or entity that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with a Party. 
  1. “GamePlace” shall mean our platform which allows users to trade their NFTs. For the purposes of this Agreement, “GamePlace” does not include any content, including but not limited to video games, from Company, 6uo Games, or other third parties. 
  1. “Gas Fees” shall mean blockchain transaction fees, paid to the blockchain network validators. 6uo Games does not receive these fees and is unable to refund them. 
  1. “Creator” shall mean content creator. For the purposes of this Agreement, Creator refers to the wallet address which receives the royalty fee from marketplaces. 
  1. “Royalty Fees” shall mean payment made to an individual or company for the ongoing use of their assets. For the purposes of this Agreement, royalty fees are paid to Creator. 
  1. “NFT Owner” shall mean users with a unique certificate of ownership which points to an image, song, or other asset. For the purposes of this Agreement, NFT Owner grant a non-commercial, personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access and display such software, content, and materials provided to Company. 
  1. “6uo Partner” shall mean services provided by 6uo Games for Developers to distribute their games at https://partner.6uogames.com/. 
  1. “Applications” shall mean the Company games or specified in connection with the Agreement completion process, or otherwise provided by Company to 6uo for distribution over 6uo, including, upon delivery to 6uo, any Application Updates and any Localized Versions of such Applications. 
  1. “Service Fee” or “Marketplace Fee” shall mean the fees charged on each transaction by a marketplace for their services. 
  1. “NFT” shall mean a non-fungible token or semi-fungible token (ERC-1155, a token standard for Ethereum that allows multiple types of tokens to be created, transferred, and managed within a single smart contract) that is a digital asset verifiable on blockchain technology. Assets include art, collectibles, games, etc. 
  1. “Primary Sale” shall mean a trade that Parties as a seller(cryptocurrency payee) directly or indirectly in an NFT transaction. Generally are the first trade of each NFT. 
  1. DELIVERY 
  1. Delivery. Company shall submit to 6uo Partner any Localized Versions and Application Updates (in beta and final form) when available, but in no event later than they are provided to any other third party for commercial release. Company shall provide these copies in object code form, in whatever format 6uo reasonably requests. 
  1. No Other In-Application Stores. The parties agree that Applications distributed via 6uo will not include functionality from or links or references to any store other than 6uo, or any other facility for making purchases or payments. For clarification, the preceding sentence does not apply to versions of Applications that are distributed outside of GamePlace (whether at brick-and-mortar retail stores or online), whether or not such versions use 6uo Partner. 
  1. Compatibility. Company shall make the Applications compatible with 6uo and any 6uo Partner services that Company may choose to use. Company shall, in cooperation with 6uo Games, use reasonable efforts to maintain compatibility of the Applications with future versions of 6uo. 
  1. Application/Game Assets. If there is any asset for use in Application/Game, Company shall not allow or facilitate the redemption or exchange of such digital items or digital currency for real-world currency without 6uo Games permit. 
  1. No Restricted Content. No child endangerment, Sexual Content, hate speech, violence, terrorist, dangerous organizations and movements, financial services and illegal activities are allowed on 6uo. 6uo have the final right of interpretation whether it’s restricted content. 
  1. User Reviews. The Company shall not tamper with the Applications’ user review mechanism. For instance, Company may not ask for reviews in exchange for anything of value, with the sole exception of offering a free copy of the Application to legitimate press or reviewers (who may be required to disclose the gift). 
  1. LICENSES; OWNERSHIP 
  1. License for 6uo to use the Applications. Company hereby grants to 6uo a non-exclusive, worldwide, royalty-free license to internally reproduce, use and modify the Applications in object code format for general access and as necessary to (a) enable the use and distribution of the Applications (including Demo Versions, Localized Versions and Application Updates) via 6uo as described in Section 3.2, and (b) support NFT Owners as described. 
  1. Electronic Delivery License. Company hereby grants to 6uo a non-exclusive license to reproduce, publicly display and perform, transmit, sell, license and otherwise distribute the Applications in object code form via 6uo and through any type of payment method to NFT Owners. 
  1. MARKETING; PUBLICITY AND SALES DATA 
  1. Marketing. 6uo Games may, at its own expense and sole discretion, market and promote the Applications via 6uo Games and the 6uo web site located at gp.6uogames.com (“GamePlace Website”) and other channels. 6uo Games shall be entitled to release the Application(s) day and date with the first release of the Application(s) in any other distribution channel. 
  1. Press Release. 6uo Games and Company may reference in public statements the fact that the Applications are or will be available on 6uo with or without prior approval. 
  1. SUPPORT 
  1. Company End User Support. Company will provide support to NFT Owners who have acquired designated NFT of the Application, including but not limited to general questions concerning use of the Applications and assisting customers in the diagnosis and correction of problems encountered in using the Applications. Company will provide such support at the same level that Company provides customer support for other applications developed and/or distributed by or for Company. 
  1. Use of Partner Site and Tools. 6uo Games makes 6uo Partner portal and related tools available to Company to assist in submitting and viewing information relevant to its Applications. Company will ensure that any password needed to access this site is treated as Confidential Information, and agrees that it will be responsible for any use that is made of that password. 
  1. REVENUE SHARE 
  1. Tax. Company is solely responsible for deciding whether taxes, if any, are applicable to Company’s transactions and for making sure that the right sums of taxes are withheld, collected, reported, and sent to the proper tax authorities. The taxes that apply to Company’s NFTs are not our responsibility to determine, withhold, collect, report, or remit. 
  1. Marketplace Fee. 6uo may sell the NFTs on both Gameplace and other marketplaces. If an NFT transaction, including Primary Sale, is made on GamePlace, there would be a Marketplace Fee charged by 6uo on the seller of that transaction. Marketplace Fee as set forth here (6uo Games may adjust this Marketplace Fee at its sole discretion). If an NFT transaction, including Primary Sale, is made on another marketplace, it might also be charged a Marketplace Fee by that marketplace; the Marketplace Fee would depend on that marketplace. 
  1. Sharing of Revenues from Royalty Fees. Creator may receive Royalty Fee of the amount paid for items sold. 6uo may charge a Royalty Fee for each transaction made on the both Gameplace and other marketplaces, Royalty Fee share as set forth here (6uo Games may adjust this royalty fee at its sole discretion). 
  1. Payment. 6uo Games shall provide report of the payment amount owed. 6uo Games will store Company’s sale revenue share, and Royalty Fee share as cryptocurrencies before Company requires to withdraw them. Cryptocurrency prices are prone to volatility; 6uo would NOT guarantee the value, and Company admits that Company is fully aware of the volatility involved. The gas fee cost by the transaction, including the withdrawing transfer, will be deducted from the withdrawal Payment. The required Payment will be processed within 14 business days. 
  1. TERM 
  1. Term. This Agreement shall become effective as of the Effective Date and continue until terminated in accordance with this Agreement. 
  1. Termination by Either Party for Cause. If the other Party materially breaches any warranty, term, or condition of this Agreement and fails to remedy the breach within thirty (30) days after written notice thereof, or if the other Party experiences an Event of Default, either Party may terminate this Agreement immediately upon written notice at any time. “Event of Default” refers to any of the following circumstances: (a) a Party files an involuntary petition or an involuntary petition that is not resolved favorably to that Party within sixty (60) days of the petition’s filing, or (b) a Party becomes insolvent or is unable to pay its debts as they mature or makes an assignment for the benefit of creditors. 
  1. Termination for Convenience. If the other Party materially breaches any warranty, term, or condition of this Agreement and fails to remedy the breach within thirty (30) days after written notice thereof, or if the other Party experiences an Event of Default, either Party may terminate this Agreement immediately upon written notice at any time. “Event of Default” refers to any of the following circumstances: (a) a Party files an involuntary petition or an involuntary petition that is not resolved favorably to that Party within sixty (60) days of the petition’s filing, or (b) a Party becomes insolvent or is unable to pay its debts as they mature or makes an assignment for the benefit of creditors. 
  1. WARRANTIES; DISCLAIMER 
  1. Mutual Representations and Warranties. Each Party hereby affirms and guarantees that (a) this Agreement has been properly and lawfully executed and delivered by such Party and is enforceable against such Party in accordance with its terms; (b) such Party has all necessary power and authority to execute and perform in accordance with this Agreement; and (c) such Party’s execution, delivery, and performance of this Agreement will not conflict with or violate an agreement between any other Party. 
  1. Company Warranties. Company warrants that (a) it originally created the Applications, any Demo Version and the Company Marks, or has the rights necessary to grant the licenses it has granted, and to fulfill its obligations, under this Agreement; (b) the Applications delivered to 6uo Games will conform in all respects to the functional and other descriptions contained in any documentation for the Applications, the system requirements for the Applications, and any marketing materials for the Applications; (c) the Applications, any Demo Versions and the Company Marks do not violate, infringe or misappropriate any copyright, trade secret, trademark, or right of publicity or privacy of any third party, violate any terms of Serivces at 6uo; (d) Company will comply with all applicable international, national, state, regional and local laws and regulations and its own privacy policy in connection with its distribution of any version of the Application outside of 6uo (if it chooses to make such a distribution), and in connection with its Processing of Personal Data in connection with this Agreement; (e) Company has all necessary rights to any content or information it submits to 6uo Games through the 6uo partner portal or using any 6uo Games provided partner or publishing tools; and (f) the Applications and any Demo Versions do not: (i) contain any software viruses, trojan horses, or any other computer code, files or programs that are designed or intended to disrupt, damage or limit the functioning of any computer software or hardware or to damage or obtain unauthorized access to any data or other information of 6uo Games or any third party, (ii) cause physical harm, (iii) disable or change any safety feature of 6uo Games, or (iv) contain any other materials that are unlawful, defamatory, or libelous. 
  1. Disclaimer. ALL MATERIAL PROVIDED BY SUCH PARTY HEREUNDER IS PROVIDED “AS IS” AND WITHOUT WARRANTY OR REPRESENTATION, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN. EACH PARTY DISCLAIMS ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. 
  1. INDEMNITY 

Company will indemnify, defend, and hold harmless 6uo Games and its Affiliates, successors, officers, directors and employees from any cost, loss, liability, expense or damage (including reasonable attorneys’ fees) (“Liabilities”) arising out of any action, cause of action, claim or demand (a “Claim”) based on facts which, if true, would represent a material breach by Company of its representations and warranties under Section 8 of this Agreement.  Company will reimburse 6uo Games upon invoicing for any payment made by 6uo Games in respect of any liability or claim to which any indemnity obligation under this contract relates.  6uo Games will promptly notify Company of the existence of a Claim (though any delay in providing such notice shall not relieve Company of its obligations unless and only to the extent that such delay prejudiced Company).  6uo Games shall give Company sole control of the defense of the Claim, provided that Company shall not settle any Claim requiring financial payment from 6uo Games, or the admission of fault, or any non-monetary penalty, unless 6uo Games consents.  6uo Games will provide reasonable cooperation to Company, at Company’s expense.  6uo Games may participate in the defense with its own counsel, provided that it shall do so at its own expense, and that ultimate control of the defense shall remain with Company. 

  1. LIMITATIONS OF LIABILITY 

NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY PROVISION HEREIN, REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY CLAIM FOR SUCH DAMAGES IS BASED. THIS SHALL INCLUDE LIABILITY EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE, THE ABOVE EXCLUSION SHALL APPLY. 

  1. SPECIFIC RIGHTS AND OBLIGATIONS IN CONNECTION WITH 6UO PARTNER SERVICES 
  1. Scope of 6uo Partner services. This Section 11 applies in case Company chooses to use any 6uo Partner services. 
  1. Revenue Share Inapplicable to non 6uo Games distributions.  For the sake of clarity, the revenue share obligations set forth in Section 6 (Revenue Share) of the Agreement do not apply to distributions of Applications by Company through distribution channels other than 6uo Games. 
  1. License for Company to Use 6uo Partner SDK. 6uo hereby grants to Company a non-exclusive, royalty-free, worldwide right and license to use and reproduce the 6uo Partner SDK internally, solely for the purpose of evaluating, testing and adding 6uo Partner for use by Creator. 
  1. GOVERNING LAW AND VENUE 

Governing Law. This Agreement will be governed by and construed in accordance with the laws of Hong Kong. 

  1. Confidentiality 
  1. Confidential Information” shall mean the terms and conditions of this Agreement and all other non-public information that either Party designates in writing as being confidential, or which, under the circumstances of disclosure ought to be treated as confidential, including without limitation all tangible materials (e.g., written or printed documents and computer disks or tapes) containing such information. Without limitation, confidential information can relate to products that have already been released or are in development, marketing or promotion of any product, company policies or practices, employees, clients, or suppliers, business and financial information, pricing and sales information, technology, computer programs, unpublished original works of art, trade secrets, or information obtained from third parties (including, but not limited to, a Party’s clients, suppliers, or other customers). 
  1. The Parties acknowledge and agree that any Confidential Information that might occasionally be made available or become known to either Party is to be treated as confidential, used only in connection with the performance of this Agreement, and disclosed to only those employees and contractors who need access. Both Parties will protect Confidential Information from unauthorized dissemination and use with the same degree of care that the Parties use to protect their own like information and in no event using less than reasonable care.  Moreover, and without limiting the generality of the foregoing, both Parties shall enter into and maintain written confidentiality agreements with its employees and independent contractors sufficient to enable it to comply with all provisions of this Agreement.  Subject to each Party’s rights as set forth herein, either Party shall return any memoranda or papers containing Confidential Information or other proprietary information belonging to the other Party promptly, upon request. 
  1. DATA PROTECTION / PRIVACY 

The Parties will comply with Data Protection Laws when collecting or Processing Personal Data in connection with this Agreement. 

  1. General 
  1. This Agreement, including any addenda Developer may has agreed to separately, constitutes the entire legal agreement between Parties, governs Developer’s use of 6uo, and replaces any prior agreements between Parties in relation to 6uo. The English language version of this Agreement will control and translations, if any, are non-binding and for reference only. 
  1. Company agrees that if 6uo Games does not exercise or enforce any legal right or remedy contained in this Agreement (or which 6uo Games has the benefit of under any applicable law), this will not be taken to be a formal waiver of 6uo Games’ rights and that those rights or remedies will still be available to 6uo Games. 
  1. If any court of law having the jurisdiction to decide on this matter rules that any provision of this Agreement is invalid, then that provision will be removed from this Agreement without affecting the rest of this Agreement. The remaining provisions of this Agreement will continue to be valid and enforceable. 
  1. Except in the case of a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction), the rights granted in this Agreement may not be assigned or transferred by either Party without the prior approval of the other Party. Any other attempt to assign is void. 
  1. This Agreement may not be amended except by a written agreement dated after the date of this Agreement and executed by the duly authorized representatives of 6uo Games and Company, or by an amendment or addendum submitted by Company and accepted by Company and 6uo Games through a procedure similar to the one used to accept this Agreement. 
  1. Terminating this Agreement 
  1. If Company wants to terminate this Agreement, Company may contact us at contact@6uogames.com. And 6uo will ease Company’s uses of 6uo Partner. 
  1. 6uo Games may terminate this Agreement with Company immediately upon written notice or with thirty (30) days prior written notice if required under applicable law if (a) Company has breached any provision of this Agreement, any non-disclosure agreement, or other agreement relating to 6uo Partner; (b) 6uo Games is required to do so by law; (c) Company ceases being an authorized developer; (d) 6uo Games decides to no longer provide 6uo Partner; or (e) Company or Company’s Applications pose a potential risk for economic, reputational, or security-related harm to 6uo Games, users, or other third-party partners. Where allowed under applicable law, 6uo Games may also terminate this Agreement with Company for any reason with thirty (30) days prior written notice. If 6uo Games terminates this Agreement, Company will no longer have access to 6uo Partner. 
  1. After termination of this Agreement, 6uo Games may retain and use copies of the Applications for support of 6uo Games.